Disney Family Offers to Acquire Central Soya

Shamrock Holdings Inc., the private company owned by the Roy E. Disney family, Thursday departed from its traditional broadcasting and real estate business by offering to acquire Central Soya Co., a major agricultural commodities company.

Shamrock proposed to pay $289.5 million in cash for the 89.4% of Central Soya it does not already own, offering $23 per share for the Fort Wayne, Ind.-based company.

The holding company disclosed that it already owns 4.7% of Central Soya’s 14 million shares outstanding and said it has signed agreements to acquire another 5.9% from two investment groups.

Central Soya Chairman Douglas G. Fleming issued a statement saying that company executives have not yet seen the Shamrock proposal and had no immediate comment.

At first glance, the bid appears out of character for Shamrock, whose other holdings consist of three television stations, eight radio stations, real estate and an investment portfolio.

But in a telephone interview, Shamrock spokesman Clifford Miller characterized the proposal as an “absolutely” sincere bid. “Its core business is excellent,” he said, explaining that Shamrock officials consider the long-term prospects of the soybean business “awfully good.”

Miller declined to disclose Shamrock’s balance sheet or earnings, but he said the company is confident that it can arrange “traditional financing with some of the usual commercial banks” and also plans to bring in a “couple of equity partners” for the Central Soya acquisition. Miller said Shamrock has sought the advice of the New York investment banking firm of Lazard Freres & Co.

Miller said Shamrock intends to operate Central Soya as a wholly owned subsidiary.

Although he would not identify Shamrock’s prospective partners, Miller said the Bass family of Fort Worth is not involved in the proposed takeover. The Disney and Bass families have substantial holdings in Burbank-based Walt Disney Productions and worked together last fall to install the studio’s current management team. Roy E. Disney is a son of the studio’s co-founder and currently serves as its vice chairman.

Miller said Roy Disney has no plans to sell any portion of Shamrock’s 5.2% stake in the Disney studio to finance the Central Soya bid, nor does Shamrock plan to make a public offering of its shares.

Shamrock released the contents of a letter it sent to Donald P. Eckrich, Central Soya’s president and chief executive, outlining the proposed terms and seeking Central Soya’s cooperation.

Stanley P. Gold, Shamrock’s president and chief operating officer, said in the letter that Shamrock wants to maintain Central Soya’s headquarters in Fort Wayne “and to continue to operate the company’s businesses, with the possible exception of branded foods, in their present locations with existing employees. We would also hope to retain current management.”

Gold also noted, however, that Shamrock is taking legal steps in a federal court in Indiana “with respect to the enforceability of the Indiana takeover statute.” The legal action is apparently intended to head off any defensive action by Central Soya, should the company attempt to invoke anti-takeover measures allowed by state law.

Central Soya reported net sales of $1.73 billion in its last fiscal year ended Aug. 31, 1984, compared to $1.51 billion a year earlier. The company reported net income of $21.87 million for the last fiscal year, compared to $25.20 million a year earlier.

Soybean processing and other commodity operations accounted for about 38% of the company’s profits last year.